We propose the continuation of the Duke Center for In Vivo Microscopy (CIVM), a National Biomedical Technology Resource Center dedicated to the development of leading-edge methods for small animal imaging and application of those methods to important biomedical problems. We propose four cores for technology research and development: Core A - Magnetic resonance microscopy; Core B - Functional pulmonary MR imaging with hyperpolarized gas; Core C - Combined x-ray and optical tomography with the Molecular Imaging Workbench; and Core D - Integration. We have assembled an international team of collaborators applying our imaging tools to exciting questions in developmental biology, basic and applied neuroscience, pulmonary disease, novel cardiac phenotypes, and translational medicine. We present a creative new web-based service for high-throughput MR histology to make 3D high-resolution imaging available to the broadest possible scientific community. We will continue our multi-disciplinary educational program, including graduate students from biomedical, electrical, and mechanical engineering, computer science, physics, chemistry, and medicine. We describe an aggressive outreach program, including middle school, high school, and college undergraduates, to capture the hearts and minds of the next generation of imaging scientists. We will expand our dissemination efforts with publications, international presentations, and a web-based presence. We describe CIVMSpace, the scientific equivalent of MySpace-a novel new approach to share through the Internet, all of the data gathered at the CIVM with the larger scientific community.